Earn-Out Payments. (i) Pursuant to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii), the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients.
(ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so w...
Earn-Out Payments. In addition to the Purchase Price, the Purchase shall pay to the Sellers the 2008 Earn Out Payment, the 2009 Earn Out Payment and the 2010 Earn Out Payment (collectively, the “Earn Out Payments”), which payments shall be calculated in accordance with Article 3.5(b). Each Earn Out Payment shall be made by the Purchaser, subject to the adjustments provided herein, to the Sellers pro rata based on their respective ownership levels in the Company immediately prior to Completion. The Earn Out Payments shall be paid as follows:
(a) The Purchaser will pay the 2008 Earn Out Payment, which shall be equal to the Xxxxx Equivalent of US$ 2,000,000 (two million) less the deductions and adjustments set out in Article 3.5(b), within 10 working days from the date of filing of CTC Media’s 2008 annual report on Form 10-K with the SEC, provided that a Performance Report for 2008 has been signed by the Purchaser and the Seller Representative;
(b) The Purchaser will pay the 2009 Earn Out Payment, which shall be equal to the Xxxxx Equivalent of US$ 2,000,000 (two million) less the deductions and adjustments set out in Article 3.5(b), within 10 working days from the date of filing of CTC Media’s 2009 annual report on Form 10-K with the SEC, provided that a Performance Report for 2009 has been signed by the Purchaser and the Seller Representative; and
(c) The Purchaser will pay the 2010 Earn Out Payment, which shall be equal to the Xxxxx Equivalent of US$ 2,000,000 (two million) less the deductions and adjustments set out in Article 3.5(b), within 10 working days from the date of filing of CTC Media’s 2010 annual report on Form 10-K with the SEC, provided that a Performance Report for 2010 has been signed by the Purchaser and the Seller Representative; provided, however, if at any time before the payment of the 2010 Earn Out Payment in 2011, CTC Media is no longer required to file an annual report (on Form 10-K or any successor form) with the SEC, any remaining Earn Out Payment shall be made on or around March 31 of the relevant year.
Earn-Out Payments. (a) Buyer shall make additional payments to the Members (collectively, the “Earn-Out Payments”) based on the Pro Rata Portion of the Company owned by each Member immediately prior to the Effective Time equal to the sum of:
(i) for each of the first four 12-month periods following the end of the quarter in which the Closing occurs (each, an “Earn-Out Period”), an amount equal to the product of (A) the E-Rate Gross Profit attributable to such Earn-Out Period (not to exceed $12,500,000 for all Earn-Out Periods), multiplied by (B) two; provided, however, that in no event shall payments under this clause (i) exceed in the aggregate $25,000,000; plus
(ii) in the event that the E-Rate Gross Profit for the first two Earn-Out Periods, in the aggregate, exceeds $18,000,000, an amount equal to the product of (A) the E-Rate Gross Profit for the first two Earn-Out Periods in excess of $18,000,000, multiplied by (B) two; provided, however, that in no event shall payments under this clause (ii) exceed in the aggregate $10,000,000; plus
(iii) accrued interest on the amounts payable pursuant to the foregoing clause (i) at the rate of 5% per annum, compounded monthly; provided, that the accrued interest shall be calculated on such amounts from the Closing Date through the estimated date of the applicable Earn-Out Payments. For purposes of clarity, if no Earn-Out Payments are due, no accrued interest amounts are payable. For the avoidance of doubt, in no event will the aggregate Earn-Out Payments under clauses (i) and (ii) immediately preceding exceed in the aggregate $35,000,000 plus accrued interest computed in accordance with clause (iii) immediately preceding. Notwithstanding the foregoing, if, at any time during any Earn-Out Period, any of the events specified on Schedule 1.12(a) attached hereto (each an “Earn-Out Termination Event”) occurs:
(1) the Earn-Out Periods hereunder shall cease for periods beginning as of the first day of the calendar quarter in which such Earn-Out Termination Event occurred (the “Earn-Out End Date”), and
(2) the aggregate Earn-Out Payments that Members are entitled to receive under clauses (i) and (ii) of Section 1.12(a) for the period commencing on the first day of the first Earn-Out Period and ending on the Earn-Out End Date (the “Earn-Out Termination Period”) shall be equal to the sum of:
Earn-Out Payments. On the terms and subject to the conditions of this Section 1.4, the Buyer shall issue and deliver to the Sellers, and the Derivative Securities Holders who exercise their Derivative Securities on or before the Closing Date, following the Closing, in the proportions set opposite their respective names on Schedule 1, the Consideration Shares, if and to the extent earned as provided in this Section 1.4, in an aggregate amount equal to the total Consideration Shares, less (i) the Consideration Shares constituting the Closing Date Purchase Price after the reallocation as provided in Section 1.3(c) above, and (ii) the Consideration Shares constituting the Contingent Consideration (the “Earn-Out Amount”), which shall be due and payable in two equal installments as follows:
(i) The first 50% of the Earn-Out Amount (the “First Earn-Out Payment”) shall be due upon the occurrence of the First Earn-Out Event on or before eight (8) years following the Closing Date. The second 50% of the Earn-Out Amount (the “Second Earn-Out Payment”, and together with the First Earn-Out Payment, collectively, the “Earn-Out Payments”, and individually an “Earn-Out Payment”) shall be due upon the occurrence of the Second Earn-Out Event on or before eight (8) years following the Closing Date.
(ii) The First Earn-Out Event or the Second Earn-out Event means any one of the following events, whichever occurs first: the initiation of the first human dosing in a Phase 2 clinical trial (A) under a U.S. Investigational New Drug Application, or (B) such other drug application, approvable by the applicable ministry of health, as Buyer in its sole discretion determines is appropriate for any currently identified Company product candidate, including a second-generation version of Syn 1001, Syn 1002, Syn 2001, Syn 2002 or any variation thereof, as well as any additional product candidates derived in whole or in part from the Company’s product pipeline or research and development technology platform which additional product candidate(s) are mutually acceptable to Buyer and Sellers’ Agent (each a “Qualified Product Candidate”).
(iii) The foregoing notwithstanding, any remaining unpaid portion of the Earn-Out Amount shall be deemed earned and shall be due and payable to Sellers in the event of the occurrence on or before eight (8) years following the Closing Date of either of (A) the initiation of Phase 3 clinical trials of a Qualified Product Candidate, subject to review and approval of the FDA or othe...
Earn-Out Payments. Upon the terms and subject to the conditions of this Agreement, as additional consideration for the transfer of the Purchased Assets to Buyer pursuant to Section 2.1, Buyer shall pay to Seller an amount in cash calculated with respect to each Earn-Out Period as follows:
3.6.1 For each Earn-Out Period, Buyer shall make the payments described in this Section 3.6.1 (each such annual amount, an “Earn-Out Payment”) in the manner set forth in Section 3.6.4.
(a) The Earn-Out Payment for the First Earnout Period shall be paid only if (i) Annual Aprinnova Actual Sales Value for the First Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the First Earnout Target and (ii) the Sales Volume for the First Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the First Earnout Volume Target. In such event, the Earn-Out Payment for the First Earnout Period (the “First Earnout Payment”) shall be equal to the lesser of (x) [***] and (y) fifty percent (50%) of (i) 4.4 multiplied by (ii) the amount by which Annual Aprinnova Actual Sales Value for the First Earnout Period (as finally determined pursuant to Section 3.6.2) is greater than the First Earnout Target.
(b) The Earn-Out Payment for the Second Earnout Period shall be paid only if (i) Annual Aprinnova Actual Sales Value for the Second Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the Second Earnout Target and (ii) the Sales Volume for the Second Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the Second Earnout Volume Target. In such event, the Earn-Out Payment for the Second Earnout Period (the “Second Earnout Payment”) shall be equal to the lesser of (x) [***] and (y) fifty percent (50%) of (i) 4.4 multiplied by (ii) the amount by which Annual Aprinnova Actual Sales Value for the Second Earnout Period (as finally determined pursuant to Section 3.6.2) is greater than the Second Earnout Target.
(c) The Earn-Out Payment for the Third Earnout Period shall be paid only if (i) Annual Aprinnova Actual Sales Value for the Third Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the Third Earnout Target and (ii) the Sales Volume for the Third Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the Third Earnout Volume Target. In such event, the Earn-Out Payment for the Third Earnout Period shall be equal to the lesser of (x) [***] and (y) fifty percent (50%) of (i) 4.4 multiplied by (ii) the ...
Earn-Out Payments. (a) Subject to Sections 3.5(b) and (e), as additional Purchase Price, Seller shall be entitled to receive:
(i) with respect to each of Purchaser’s fiscal quarters ending within the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, an amount equal to thirty percent (30%) of SORTT Licensing Revenue during such fiscal quarter, if any, payable to Seller within ninety (90) calendar days following the end of such fiscal quarter; and
(ii) with respect to each of Purchaser’s fiscal quarters ending within the period beginning on calendar day following the first anniversary of the Closing Date and ending on the third anniversary of the Closing Date, a payment equal to twenty-five percent (25%) of SORTT Licensing Revenue during such fiscal quarter, if any, payable to Seller within ninety (90) calendar days following the end of such fiscal quarter (each of the payments provided for in Clauses (i) and (ii) above are each referred to herein as an “Earn-out Payment” and collectively as the “Earn-out Payments”).
(b) Purchaser’s aggregate obligation to Seller under this Section 3.5 shall not under any circumstances exceed an amount equal to (i) three million and five hundred thousand dollars ($3,500,000) minus (ii) the Second Installment (the “Maximum Earn-out Payment”). Once Seller has received the Maximum Earn-out Payment, Purchaser shall have no further obligations under this Section 3.5.
(c) On or before the date each Earn-out Payment is due to Seller, Purchaser shall prepare and deliver to Seller a statement specifying in reasonable detail the calculation of the applicable Earn-out Payment (the “Earn-out Statement”). Seller shall have twenty (20) business days to review the Earn-out Statement from the date of its receipt thereof (the “Review Period”). On or prior to the expiration of the Review Period, Seller may deliver a written notice of objection (the “Objection Notice”) to Purchaser with respect to the Earn-out Statement. The Objection Notice shall specify in reasonable detail any proposed adjustment to the Earn-out Statement and the basis therefor, including in each case a specific dollar amount and reasonably detailed explanation of how such proposed adjustment was calculated. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.5(c), Seller shall be deemed to have agreed to the Earn-out Statement in its entirety, and the agreed upon portions of or matters in the Earn-out State...
Earn-Out Payments. In respect to Leases or New Leases that are fully executed prior to the expiration of the Earn-Out Period, on the twenty-fifth (25th) day of each calendar month after the Closing Date, provided the subject Lease or New Lease is a Qualified Lease prior to the Lease Reservation Date, Purchaser shall pay to Seller the Earn-Out Payment computed in respect to those Leases and New Leases that became, for the first time, Qualified Leases during the preceding month and for which no Earn-Out Payment had been previously paid to Seller. In the event a New Lease is executed during the First or Second Segment, but it does not become a Qualified Lease until after the expiration of the Earn-Out Period, but prior to the Lease Reservation Date, Purchaser, subject to the satisfaction of the Earn-Out Conditions, shall pay to Seller at the time aforesaid, an amount equal to the Earn-Out Payment computed in respect to such subsequent Qualified Lease. Any Earn-Out Payment shall be subject to any unsatisfied right of offset as provided in Paragraphs 5.04, 9.03 and 16.01 hereof. Notwithstanding the foregoing, the Earn-Out Payment or Closing Payment in respect to a particular Qualified Lease (excluding those that are Qualified Leases in respect to an Unsigned Lease or a Rental Undertaking with the Prospect of a Disapproved Lease as provided in each instance in Paragraph 13.04 hereof) shall not be due and payable by Purchaser to Seller, unless and until, Seller, prior to the Lease Reservation Date, has delivered or caused to be delivered to Purchaser, in respect to the subject Qualified Lease, (i) a fully executed original thereof; (ii) a certificate of occupancy from the applicable governmental authority authorizing the uninterrupted occupancy by the subject Tenant or New Tenant of the subject premises; (iii) the applicable Tenant Estoppel containing no material exceptions or Seller's Estoppel, if in accordance with the provisions of Paragraph 7.15 hereof; (iv) Schedule 10.01(xvii) from Seller in respect to the subject Lease or New Lease, updated to the date the Earn-Out Payment is due, setting forth any unsatisfied Tenant Inducement in respect thereto; (v) evidence, in form and content reasonably satisfactory to Purchaser, that the portion of Tenant Inducements payable to the subject Tenant or New Tenant has been paid by Seller; (vi) an original of the insurance certificates required from the subject New Tenant under the Qualified Lease; (vii) the date down and increased coverage...
Earn-Out Payments. (1) For the four-year period beginning January 1, 2007 (the “Earn-Out Period”), Purchaser shall pay to Shareholder the percentage set forth on Schedule 5(a) hereto of the aggregate Earn-Out in accordance with the provisions hereof (the “Shareholder Percentage”) with respect to each Calculation Period within the Earn-Out Period an amount (each, an “Earn-Out Payment”) equal to (i)(A) the Combined Revenue minus (B) the Minimum Revenue Amount, multiplied by (ii) the percentage set forth on Schedule 5(b) hereto; provided, however, that no Earn-Out Payment shall be made in any Calculation Period unless the Earn-Out Conditions for such Calculation Period shall have been satisfied.
(2) For purposes hereof, the following definitions shall apply:
Earn-Out Payments. Subject to Sections 2.3(c), (d) and (g) and Section 5.9, during the Earn-Out Period:
(i) For all Product sold in Territory Zone 1, Buyer shall make payments to Sellers’ Representative on aggregate Net Sales of the Product equal to [***] of the first [***] in aggregate annual Net Sales generated by the Product plus [***] of the aggregate annual Net Sales of the Product between [***] and [***] plus [***] of aggregate annual Net Sales of the Product in excess of [***].
(ii) For all Product sold in Territory Zone 2, Buyer shall make payments to Sellers’ Representative on aggregate Net Sales of the Product equal [***] of the first [***] in aggregate annual Net Sales generated by the Product plus [***] of aggregate annual Net Sales of the Product between [***] and [***] plus [***] of aggregate annual Net Sales of the Product in excess of [***].
Earn-Out Payments. (a) AmTrust will pay to ACP and ACP will accept from AmTrust, an amount in cash equal to three percent (3%) of Subject Premium for the three-year period following the Effective Time (the "Earn-Out Period"), which shall be payable semi-annually on the terms herein (each such payment, an "Earn-Out Payment"). The aggregate amount of all Earn-Out Payments shall not exceed $30 million. The parties agree that AmTrust shall be entitled to set off any amounts due or payable to ACP hereunder against any amounts otherwise due and payable by ACP to AmTrust or its Affiliates in connection with the Transactions.
(b) On the last Business Day of the month following each Measurement Date during the Earn-Out Period, AmTrust shall notify ACP in writing of the Subject Premium for the six-month period ending on such Measurement Date (except with respect to the initial Measurement Date, which shall provide the Subject Premium beginning at the Effective Time and ending on the initial Measurement Date) and AmTrust shall pay to ACP the Earn-Out Payment in respect of such period by wire transfer in immediately available funds to the Reserve Account (as such term is defined in the Credit Agreement). During the five-day period immediately following ACP's receipt of an Earn-Out Payment, ACP shall be permitted to review AmTrust's books and records and AmTrust's working papers to the extent solely related to the determination of the Subject Premium and the applicable Earn-Out Payment.
